Texas Capital Bancshares, Inc. Announces Pricing of Preferred Stock Offering

  Texas Capital Bancshares, Inc. Announces Pricing of Preferred Stock Offering

Business Wire

DALLAS -- March 21, 2013

Texas Capital Bancshares, Inc. (Texas Capital) (NASDAQ: TCBI), the parent
company of Texas Capital Bank, today announced the pricing of a public
offering of 6,000,000 shares, or $150 million in aggregate liquidation
preference, of its 6.5% non-cumulative perpetual preferred stock, Series A,
par value $.01. The preferred stock has a liquidation preference of $25 per
share (the “Preferred Stock”). Texas Capital expects to use the net proceeds
of this offering for general corporate purposes.

Morgan Stanley, BofA Merrill Lynch and J.P. Morgan are serving as joint
book-running managers.

If declared, dividends will accrue and be payable on the liquidation
preference amount, on a non-cumulative basis, at a rate of 6.5% per annum,
quarterly, in arrears, on March 15, June 15, September 15 and December 15 of
each year, beginning on June 15, 2013, from and including the date of original
issuance. We may redeem the Preferred Stock as described in the prospectus
supplement and accompanying base prospectus relating to the offering.

Texas Capital expects to close the transaction, subject to customary
conditions, on or about March 28, 2013.

This press release does not constitute an offer to sell or a solicitation of
an offer to buy, nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. The securities being offered have not been approved or
disapproved by any regulatory authority, nor has any such authority passed
upon the accuracy or adequacy of the prospectus supplement.

This offering will be made only by means of a prospectus supplement and
accompanying base prospectus. Texas Capital has filed a registration statement
(including a base prospectus) and a preliminary prospectus supplement with the
U.S. Securities and Exchange Commission (SEC) for the offering which this
communication relates and will file a final prospectus supplement related to
the offering. Copies of the final prospectus supplement and the accompanying
base prospectus for the offering, when available, may be obtained from Morgan
Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attention:
Prospectus Delivery Department or by emailing prospectus@morganstanley.com;
from BofA Merrill Lynch, 222 Broadway, 11th Floor, New York, NY, 10038, Attn:
Prospectus Department or by emailing dg.prospectus_requests@baml.com; or from
J.P. Morgan Securities, LLC, 383 Madison Avenue, New York, NY 10017, Attn:
Investment Grade Syndicate Desk or by phone 212.834.4533.

ABOUT TEXAS CAPITAL BANCSHARES, INC.

Texas Capital Bancshares, Inc.® (NASDAQ: TCBI), a member of the Russell 2000®
Index and the S&P SmallCap 600®, is the parent company of Texas Capital Bank,
a commercial bank that delivers highly personalized financial services to
businesses and private clients. Headquartered in Dallas, the bank has
full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.

This news release may be deemed to include forward-looking statements which
are based on Texas Capital’s current estimates or expectations of future
events or future results. Texas Capital is under no obligation, and expressly
disclaims such obligation, to update, alter or revise its forward-looking
statements, whether as a result of new information, future events, or
otherwise. A number of factors, many of which are beyond Texas Capital’s
control, could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risk of adverse impacts
from general economic conditions, competition, interest rate sensitivity and
exposure to regulatory and legislative changes. These and other factors that
could cause results to differ materially from those described in the
forward-looking statements can be found in the prospectus supplement relating
to the offering and the Annual Report on Form 10-K and other filings made by
Texas Capital with the Securities and Exchange Commission (SEC).

This news release shall not constitute an offer to sell or a solicitation of
an offer to buy any securities, nor shall there be any sale of any securities
in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful.

Contact:

Texas Capital Bancshares, Inc.
Media Contact:
Heather Worley, 214-932-6827
heather.worley@texascapitalbank.com
or
Investor Contact:
Myrna Vance, 214-932-6646
myrna.vance@texascapitalbank.com
 
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